AMENDMENT AND WAIVER (this "Amendment"), dated as of August
26, 1998, to the FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT
and the 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT, each of
which is dated as of October 2, 1996 (as each of the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreements"),
by and among CENDANT CORPORATION, a Delaware corporation (the "Borrower"), the
financial institutions parties thereto (the "Lenders"), and THE CHASE MANHATTAN
BANK, a New York banking corporation, as agent for the Lenders (in such
capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the Amendment and Waiver dated as of
April 15, 1998 (the "April Waiver") and the Amendment dated as of May 6, 1998
(the "May Amendment") the Lenders agreed that the Borrower's consolidated
financial statements and related officer's and accountant's certificates for
the fiscal year ended December 31, 1997 and the fiscal quarter ending March 31,
1998 could be delivered on or prior to August 31, 1998;
WHEREAS, the Borrower has requested the Lenders to extend the
date on which such financial statements and certificates are required to be
delivered from August 31, 1998 to September 30, 1998 upon the terms and
conditions set forth herein;
WHEREAS, the Borrower has also requested the Lenders to
extend to September 30, 1998 the date on which the Borrower's consolidated
financial statements and related officer's certificate are required to be
delivered pursuant to Section 5.1(b) and (c) of the Credit Agreements for the
fiscal quarter ending June 30, 1998;
NOW THEREFORE, in consideration of the premises and mutual
covenants contained herein, the undersigned hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreements and
used herein shall have the meanings given to them in the Credit Agreements.
2. Amendment and Waiver. (a) The Required Lenders under each
Credit Agreement hereby amend the May Amendment to waive compliance by the
Borrower with the provisions of Section 5.1(a), (b), (c) and (h) of the Credit
Agreements with respect to the financial statements, officer's certificates and
accountant's certificate required to be delivered in respect of the fiscal year
ending December 31, 1997 and fiscal quarter ending March 31, 1998 as long as
such financial statements and certificates are delivered on or prior to
September 30, 1998. The result of such amendment is to extend the date by which
such financial statements and certificates are required to be delivered from
August 31, 1998 to September 30, 1998. The Required Lenders agree that the
failure to deliver such financial statements and certificates prior to
September 30, 1998 shall not constitute a Default or Event of Default.
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(b) The Required Lenders under each Credit Agreement hereby
waive compliance by the Borrower with the provisions of Section 5.1(b) and (c)
of the Credit Agreements with respect to the financial statements and officer's
certificate required to be delivered in respect of the fiscal quarter ending
June 30, 1998 as long as such financial statements and certificate are
delivered on or prior to September 30, 1998. The Required Lenders agree that
the failure to deliver such financial statements and certificate prior to
September 30, 1998 shall not constitute a Default or Event of Default.
3. Effective Date. This Amendment shall become effective on
the date (the "Effective Date") on which the Borrower, the Administrative Agent
and the Required Lenders under each Credit Agreement shall have duly executed
and delivered to the Administrative Agent this Amendment.
4. No Other Amendments; Confirmation. Except as expressly
amended hereby, the provisions of the Credit Agreements and each of the
Fundamental Documents are and shall remain in full force and effect.
5. Governing Law. This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
6. Counterparts. This Amendment may be executed by one or
more of the parties hereto on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
7. Representations and Warranties. The Borrower hereby
represents and warrants that (a) each of the representations and warranties
in Section 3 of each Credit Agreement (other than those set forth in Section
3.4 and 3.5) shall be, after giving effect to this Amendment, true and correct
in all material respects as if made on and as of the Effective Date (unless such
representations and warranties are stated to relate to a specific earlier date,
in which case such representations and warranties shall be true and correct in
all material respects as of such earlier date) and (b) after giving effect to
this Amendment, no Default or Event of Default shall have occurred and be
continuing.
IN WITNESS WHEREOF, the undersigned have caused this
Amendment to be executed and delivered by their duly authorized officers as of
the date first above written.
CENDANT CORPORATION
By: /s/ Michael P. Monaco
------------------------------------
Name: Michael P. Monaco
Title: Vice Chairman and CFO
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ Carol Ulmer
----------------------------------
Name: /s/ Carol Ulmer
Title: Vice President
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ABN-AMRO BANK N.V. NEW YORK
BRANCH
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
BANK OF AMERICA NT&SA
By: /s/ Steve Aronowitz
------------------------------------
Name:/s/ Steve Aronowitz
Title: Managing Director
BANK OF MONTREAL
By: /s/ Bruce Pietka
------------------------------------
Name:/s/ Bruce Pietka
Title: Director
THE BANK OF NEW YORK
By: /s/ Georgia Paiv Kita
------------------------------------
Name:/s/ Georgia Paiv Kita
Title: Vice President
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THE BANK OF NOVA SCOTIA
By: /s/ Stephen Lockhart
------------------------------------
Name:/s/ Stephen Lockhart
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ W. A. DiNicola
------------------------------------
Name:/s/ W. A. DiNicola
Title: Vice President
BANQUE PARIBAS
By: /s/ Duane Helkowski
------------------------------------
Name:/s/ Duanne Helkowski
Title: Vice President
By: /s/ Sean Reddington
------------------------------------
Name:/s/ Sean Reddington
Title: Vice President
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BAYERISCHE LANDESBANK
GIROZENTRALE
CAYMAN ISLANDS BRANCH
By: /s/ Sean O'Sullivan
------------------------------------
Name:/s/ Sean O'Sullivan
Title: Vice President
By: /s/ Peter Oberman
------------------------------------
Name:/s/ Peter Oberman
Title: Senior Vice President
BAYERISCHE VEREINSBANK AG, NEW
YORK BRANCH
By: /s/ Marianne Weinzinger
------------------------------------
Name:/s/ Marianne Weinzinger
Title: Vice President
By: /s/ Pamela Gillons
------------------------------------
Name:/s/ Pamela Gillons
Title: Asst. Treasurer
CANADIAN IMPERIAL
BANK OF COMMERCE
By: /s/ Gerald Girardi
------------------------------------
Name:/s/ Gerald Girardi
Title: Executive Director
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CITIBANK, N.A.
By: /s/ James Garvin
------------------------------------
Name: /s/ James Garvin
Title: Attorney-in-Fact
COMERICA BANK
By: /s/ Kimberly Kersten
------------------------------------
Name: /s/ Kimberly Kersten
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Rod Hurst
------------------------------------
Name: /s/ Rod Hurst
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ Chris Horgan
------------------------------------
Name: /s/ Chris Horgan
Title: Vice President
By: /s/ Kristin Lepri
------------------------------------
Name: /s/ Kristin Lepri
Title: Associate
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DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK, CAYMAN
ISLAND BRANCH
By: /s/ Stefanie Gaensslen
------------------------------------
Name: /s/ Stefanie Gaensslen
Title: Asst. Vice President
FIRST AMERICAN NATIONAL BANK
By: /s/ Scott Bane
------------------------------------
Name: /s/ Scott Bane
Title: Senior Vice President
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FIRST HAWAIIAN BANK
By: /s/ Scott Nahme
------------------------------------
Name: /s/ Scott Nahme
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Carlton Williams
------------------------------------
Name: /s/ Carlton Williams
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Cory Helfand
------------------------------------
Name: /s/ Cory Helfand
Title: Vice President
FIRST NATIONAL BANK OF MARYLAND
By: s/s Marion Knott
------------------------------------
Name: /s/ Marion Knott
Title: Senior Vice President
FIRST UNION NATIONAL BANK
By: /s/ Mark Smith
------------------------------------
Name: /s/ Mark Smith
Title: Senior Vice President
FLEET NATIONAL BANK
By: /s/ Marlene Haddad
------------------------------------
Name: /s/ Marlene Haddad
Title: Vice President
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THE FUJI BANK, LIMITED
NEW YORK BRANCH
By: /s/ Toshiaki Yakura
------------------------------------
Name:/s/ Toshiaki Yakura
Title: Senior Vice President
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
NEW YORK BRANCH
By: /s/ William Kennedy
------------------------------------
Name:/s/ William Kennedy
Title: Vice President
MELLON BANK, N.A.
By: /s/ Donald Cassidy
------------------------------------
Name:/s/ Donald Cassidy
Title: First Vice President
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ Christopher Kunhardt
------------------------------------
Name: /s/ Christopher Kunhardt
Title: Vice President
NATIONSBANK, N.A.
By: /s/ Eileen Higgins
------------------------------------
Name: /s/ Eileen Higgins
Title: Vice President
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THE NORTHERN TRUST COMPANY
By: /s/ Kelly Schneck
------------------------------------
Name: /s/ Kelly Schneck
Title: Commercial Banking Officer
PNC BANK, N.A.
By: /s/ Michael Nardo
------------------------------------
Name: /s/ Michael Nardo
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Sheryl Greenberg
------------------------------------
Name: /s/ Sheryl Greenberg
Title: Senior Manager
THE SAKURA BANK, LIMITED
By: /s/ Haruhide Maeda
------------------------------------
Name: /s/ Haruhide Maeda
Title: Joint General Manager
THE SANWA BANK, LIMITED
By: /s/ Dominic Sorresso
------------------------------------
Name: /s/ Dominic Sorresso
Title: Vice President
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THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By: /s/ Kazuyoshi Ogawa
------------------------------------
Name: /s/ Kazuyoshi Ogawa
Title: Joint General Manager
SUMMIT BANK
By:
------------------------------------
Name:
Title:
THE TOKAI BANK LIMITED NEW YORK
BRANCH
By: /s/ Shinichi Makatani
------------------------------------
Name: /s/ Shinichi Makatani
Title: Assistant General Manager
UNITED STATES NATIONAL BANK OF
OREGON
By: /s/ Greg Wilson
------------------------------------
Name:/s/ Greg Wilson
Title: Commercial Banking Officer
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WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By: /s/ Cynthia Nieson
------------------------------------
Name: /s/ Cynthia Nieson
Title: Managing Director
BANKERS TRUST COMPANY
By: /s/ James Reilly
------------------------------------
Name: /s/ James Reilly
Title: Vice President